Name and Purposes

This corporation is Dane County Bar Association, Inc., hereinafter referred to as the "Association." Its purposes are as set forth in the Article of Incorporation.

ARTICLE II
Membership and Dues

Section 1. Eligibility for Membership. Persons who are licensed to practice law in Wisconsin who live or practice (or formerly practiced) law in Dane County, court officials whose jurisdiction includes Dane County, and lawyers who are members of the faculty or staff of the University of Wisconsin Law School are eligible for membership in this Association. There shall be one class of members, although the Board of Directors may set dues classifications as set forth in Section 4.

Section 2. Application for Membership. Any person eligible for membership in this Association may become a member upon application and payment of the proper dues. Any question as to eligibility shall be decided by the Board of Directors after notice and a hearing to the member or applicant involved. This decision may be reviewed by the members at any regular of special meeting of the Association.

Section 3. Termination of Membership. A member of this Association shall remain a member until the member voluntarily withdraws, is no longer eligible for membership in this Association, or fails to pay the proper dues for two months after they become payable. In the event a person's membership shall cease because of nonpayment of dues, such membership will be reinstated when the dues are paid.

Section 4. Dues. Annual dues in an amount to be determined annually by the Board of Directors may, in its discretion, set different annual dues classifications of members.

ARTICLE III
Business Meetings

Section 1. Regular Meetings. There shall be one regular business meeting of the Association in each fiscal year. The meeting, which is herein referred to as the "Annual Meeting," shall be held at such date in the month of April or May as designated by the Board of Directors.

Section 2. Special Meetings. Special business meetings of the Association may be called by the president, by twenty-five or more members of the Association, or by the Board of Directors. A special meeting shall be deemed called when the person or persons calling the meeting files with the secretary a writing which states that the meeting is called and sets forth the time and place of the meeting and its purpose.

Section 3. Other Meetings. A non-business meeting, which is herein referred to as the "Summer Meeting," may held at such date in the month of June, July or August as shall be designated by the Board of Directors. Other regular non-business may be held at the discretion of the Board of Directors.

Section 4. Notice of Meetings. Written notice of all regular and special meetings of the Association shall be disseminated by U.S. mail, e-mail or by whatever process the Board deems most effective, by or at the direction of the secretary or the person or persons calling the meeting, at the option of the latter, to each person shown to be a member of this Association by the records of the Association, at least ten and not more and not more than fifty days prior to the date of the meeting. Inclusion of a notice in the Association's newsletter is a mailing to each member. The notice shall set forth the date, time, and place of the meeting, and if the meeting is a special meeting, shall state who called it and the purpose of the meeting.

Section 5. Quorum and Procedure. Twenty-five members shall constitute a quorum for any meeting of this Association. Meetings shall be conducted so that the sense thereof may be determined and so that any member present may have a reasonable opportunity to be heard, but strict adherence to parliamentary rules is not required. Each member shall be entitled to one vote, regardless of dues classification. Voting by proxy shall not be permitted. No meeting of the members of this Association shall be held outside of Dane County, Wisconsin.

Section 6. Powers of Meetings. Any business of this Association (other than amendment of the Articles of Incorporation, which shall require a two-thirds vote of the members present and voting) may be voted upon by a majority of members present and voting. A special meeting may only vote upon matters noticed for the special meeting.

ARTICLE IV
Officers

Section 1. Officers of the Association. The officers of this Association shall consist of a president, president-elect, secretary, and treasurer, each of whom shall be members of this Association. The terms of the president and president-elect shall be one year from June 1 of the year in which they are elected and until their successors are elected and have qualified. The term of the treasurer and secretary shall be two years from June 1 of the year in which elected and until a successor is elected and has qualified, and shall be staggered, with the secretary starting his or her two year term in 2008. The president-elect shall become president June 1 of the year following election, and shall serve for one year and until a successor has qualified.

Section 2. Nominations. On or before April 1 of each year, the president shall appoint at least five members of this Association to act as a nominating committee. Said committee shall choose at least two nominees each for the offices of president-elect and director at large and at least one nominee for the offices of treasurer and secretary (in the appropriate year for each), and shall certify to the secretary in writing on or before April 15 the names of the persons so chosen. Any twenty-five members of this Association may make nominations by a writing signed by them and filed with the secretary on or before April 15. The names of the persons nominated by the methods herein provided for shall be placed on the ballot by the secretary, without indication as to the manner of nomination.

Selection 3. Election of Officers. The president-elect, secretary, treasurer and director at large shall be elected by mail ballot. The secretary or his or her authorized agents shall mail one ballot to each member on or before May 11 of each year, which ballot shall list the offices to be filled and the names of the persons nominated for each of said offices, and shall provide space for write-in candidates. To be counted, ballots must be mailed to the Dane County Bar Association in envelopes received or postmarked not later than May 15. The ballots shall be tallied as designated by the president. The person receiving the plurality of the votes for a given office shall be deemed elected to that office. The election committee shall determine who was elected and file a written statement of its determination with the secretary. Thereupon, the secretary shall promptly notify the persons on the ballot of the election results. In the event of a tie and with the nominees present, the election committee shall determine the winner by chance selection, e.g. coin toss or shortest straw.

Section 4. Duties of President. The president shall preside at all meetings of this Association and at all meetings of the Board of Directors. The president shall perform the duties customary to that office and shall endeavor to lead this Association so as to accomplish its objects and purposes. On an annual basis, the president or his or her designee shall informally verify the books and accounts of the treasurer.

The president may appoint a president-elect, acting secretary, acting treasurer or acting Director-a- Large in the event the president elect, secretary, treasurer or Director at Large is absent or unable to serve or, with the approval of the Board of Directors, in the event said office becomes vacant. An acting Director at Large so appointed shall serve the remainder of the director's term.

Section 5. Duties of President-Elect. The president-elect shall act as president in the event of the president's absence or inability to serve and during any period in which the office of the president is vacant.
The president-elect shall be an ex-officio member of all committees and sections and at his or her discretion may facilitate the exchange of information, techniques and organizational ideas directly between committees and sections.

Section 6. Duties of Secretary. The secretary shall act as recording secretary of the Board of Directors and of all meetings of this Association; shall be the custodian of all records and papers belonging to this Association; shall maintain a list of the members of this Association with their current addresses; shall further endeavor to collect from time to time information as may be valuable about the history of the Bar; and shall endeavor to promote membership in the Association by active solicitation of eligible persons.

Section 7. Duties of Treasurer. The treasurer shall receive and deposit to the Association's account all dues and money belonging to the Association and shall pay out the same for lawful purposes of the Association on the certification by the president that the expenditure involved is required by the provisions of these Bylaws or was duly authorized by the Board of Directors or by a meeting of this Association. The treasurer shall be custodian of all of the property of this Association, and shall hold it subject to the directions of the Board of Directors or any meeting of this Association. On or before December 15 of each year, the treasurer shall direct a written statement to each member of the amount of dues to be paid by the member for the following year showing that they are payable as of January 2.

Section 8. Vacancies. Vacancies in the offices of president-elect, secretary, or treasurer may be filled at the annual meeting or at a special meeting called for that purpose. If a vacancy in the office of treasurer occurs before April 1 of the treasurer's first year in office, a successor shall be elected for a two-year term at the following May election.

ARTICLE V
Board of Directors

Section 1. Membership and Qualifications. The immediate past president, the president, the president-elect, the secretary, each chair of the committees and sections of this Association, two members at large and a judiciary representative appointed by the current president after consultation with the Board and members of the judiciary shall constitute the Board of Directors.

Section 2. Powers. The Board of Directors shall, when the membership is not meeting, conduct the business and affairs of this Association. The Board of Directors may authorize the expenditure of funds to promote any of the objects or purposes of this Association, including without limitation by reason or enumeration, the hiring of clerical personnel to assist the secretary or the treasurer or both, and payment of money to the secretary or treasurer or both, for their services; may designate one or more savings institutions as depositories for the Association and provide for deposit and withdrawal of funds therefrom; may accept donations of funds or property to this Association; and may invest and reinvest funds of the Association.

Section 3. Meetings. The Board of Directors shall establish a monthly meeting schedule. All members of the Board, including Section and Committee chairs, shall attend each such meeting. Notice to the membership of such meetings shall be as designated by the President.
Section 4. Procedure. The Board of Directors shall follow its own rules of procedure.

Section 5. Election of Directors at Large. Directors at Large shall be nominated and elected in the same manner as officers are nominated (the nominating committee shall present at least two nominees for the office of member at large) and elected as specified in Article IV, Sections 2 and 3.
Section 6. Term of Directors at Large. Directors at Large shall serve for a term of two years and may serve not more than three consecutive terms.

ARTICLE VI
Committee of the Association

Section 1. Standing and Special Committees. The Association shall have such other standing committees as the Board of Directors may establish by a two-thirds vote from time to time, and such special or ad hoc committees as may be established by the Board of Directors or by the president. Such committees shall terminate when their purpose has been fulfilled. The Board of Directors may abolish any committee established by these Bylaws or by the Board of Directors; provided that if a standing committee is abolished, the chair thereof shall continue to be a member of the Board of Directors for the balance of the person's term. The list of standing committees in this Section shall be deemed amended by the Board of Directors upon the creation or abolition of a standing committee, the Board of Directors hereby being granted full authority to amend these Bylaws to this limited extent. There shall be standing committees designated as set forth below.

A. Courthouse: The Committee shall serve as the liaison between the judiciary and the Bar. The Committee sponsors social programs to maintain the collegiality between the bench and the Bar, and educational programs, emphasizing courthouse functions, to promote the public awareness of the legal system.
B. Delivery of Legal Services: The Committee shall encourage and promote access to legal representation and services by persons who are unable to access the legal system because of the lack of financial resources or other barriers beyond their control; promote the establishment and efficient maintenance of programs which encourage and aid the furnishing of pro bono legal services by members of the Association; assist members and organizations who furnish legal services to low income and disadvantaged persons and to organizations described in Section 501(c)(3) of the Internal Revenue Code which cannot reasonably afford legal services; recognize members who furnish pro bono legal services; and take such other actions as will aid the Association and its members in their obligation to further pro bono legal services.
C. Program: The Committee shall annually plan and offer to members of the Association a series of speakers addressing matters related to the practice of law, professional responsibility or ethical obligations, to increase their professional competence and to help them comply with educational requirements for continued membership in the Bar as determined by the Wisconsin Supreme Court.
D. Membership: The Committee shall review, create, and implement programs, subject to Board oversight, designed to retain and attract active membership in the Association.
E. Special Events: The Committee plans the annual Association summer outing, and other social events as directed by the Board, for the purpose of maintaining cordial relations among members of the Association.
F. History and Memorials: The Committee shall preserve the history of the Association and the practice of law in Dane County; promote interest in the history of the Association and the practice of law in Dane County; and honor deceased members of the judiciary and Bar in Dane County.
G. Finance: The treasurer shall be chair and a member of the Finance Committee. The president shall be a member of the Finance Committee. The finance Committee shall annually submit a proposed budget to the Board of Directors, based on advice solicited from the committee chairs and officers. The Finance Committee shall advise the Board of Directors regarding any proposals to modify dues.
H. Long Range Planning: The Committee shall advise and assist the Board of Directors and other entities within or affiliated with this Association in planning programs, projects and activities which are ongoing or which require more than one year to develop and implement.
I. Law for the Public: The Committee shall convey information about the law to the public and in particular to the local school systems, with the goal of providing continuing education to students regarding the role of the legal system in a democracy; improve the availability and accessibility of legal information and resources; and in carrying out these functions, generate good will toward the Association and the legal profession.
J. Public Relations and Newsletter: The Committee shall serve as a resource and provide general oversight of public relations conducted on behalf of the Association; have primary editorial direction of the content and publication of the newsletter and electronic media; and work with the Association's coordinators, providing input and assistance, when necessary.
K. Case Mediation: The Committee shall evaluate and convey information about dispute resolution alternatives to the public, the courts and the Bar, and shall promote alternative dispute resolution through publications, training and educational programs, and case mediation programs as defined and authorized by the Board.
L. Judicial Selection: The Judicial Selection Committee shall assist in the selection of competent and properly qualified candidates for judicial office in Dane County, for the Court of Appeals of Wisconsin for the Fourth District, for the Wisconsin Supreme Court, and for the U.S. District Court for the Western District of Wisconsin. Prior to each contested judicial election or appointment process, the Committee shall conduct a poll of the members of the Association as to the qualification of each candidate who has filed for election or appointment, and shall report the results of the poll to the Board of Directors for dissemination to the electorate or, in the case of an appointment, to the Governor. A contested judicial election shall occur when there is more than one candidate for any of the above judicial offices at the same election period even though one or more of the judicial offices in that election period may have only one candidate for that office. The procedure to be followed by the Committee shall be set forth in rules approved by the Board of Directors, which rules shall be made available to all members of the Association and are subject to amendment from time to time by the Board of Directors.

Section 2. Committee Membership.
A. General Provisions. After written solicitation of the membership for committee preferences and after June 1 of each year, the president shall by a writing filed with the secretary specify the number of members, not less than three for each standing committee (except the Long-Range Planning Committee) and each special committee appoint the members thereof, and, except for the Finance Committee, designate one of such members as the chair. The president may also, at that or any other time, after consulting the president-elect and the chair of any committee, appoint a co-chair or vice-chair. Any vacancies shall be filled by appointment by the president for the remainder of the unexpired term. Upon the creation of a new committee, the president shall exercise like powers with respect thereto. The members of each committee and the Chair, co-chair or vice-chair if any, shall serve until June 1 following their appointment, and until their successors are appointed, and may succeed themselves. Promptly upon the appointment of a successor committee chair, each committee chair shall turn over files and records pertaining to the committee to the successor, or to an administrative coordinator retained by the Association, who shall deliver or otherwise make them available to the successor.
B. Long-Range Planning Committee. The Long-Range Planning Committee shall consist of the Association's president-elect and six appointed members, with each appointed member serving a three-year term. No appointed member shall serve more than three consecutive terms. Terms shall be staggered so that each year, the president shall appoint two new members and shall designate one committee member to serve as Chair. Any vacancies shall be filled by the president for the remainder of the unexpired term.
C. Judicial Selection Committee. No individual shall be appointed to this committee if that individual, or a member of the individual's immediate family is a declared candidate for judicial office or any such person is on the campaign committee for a declared judicial candidate. Any member of the committee who becomes ineligible for appointment because of this provision shall automatically cease to be a member of the committee. The President shall confirm disqualification by written notice to the affected committee member and the committee chair.

Section 3. Duties of Committees. Except for the Judicial Selection Committee, whose duties shall be limited to those described in the preceding section, each committee referred to in the preceding section shall perform such functions as specified in these Bylaws, as are customary for that committee and as may be assigned to it, and shall make investigations, studies and reports when directed by the president, the Board of Directors, or by a meeting of this Association, and may make investigations, studies and reports whenever it feels it prudent to do so. Each standing committee shall provide to the Board by October 15 of each calendar year a report as the committee's activities to be commenced or completed by July 1 of the following year.
The chair of each committee or section shall attend each of the Board meetings of the Association. If the chair is unable to attend a board meeting, the chair shall arrange for a delegate selected from the members of that committee or section to attend and vote at the board meeting.
Board approval of all committee expenditures is required through approval of the committee's budget, or through specific approval of the expenditure, regardless of whether or not the committee raised the funds.

Section 4. Committee Procedure. Committee action may be taken by a majority of those present and voting. A quorum is the number of members present. Reasonable oral or written notice shall be given to every member of any meeting of any committee to which the member belongs. Committee meetings may be called by the Chair, co-chair, vice-chair, or presiding officer, by the president of this Association or by a majority of the members of the committee. The president shall be entitled to participate without vote in any of the deliberations of any committee; provided, however, that the president shall be entitled to vote in any committee of which he or she is a member.

Section 5. Sections of the Association. Individual members of this Association who have professional interest in common may organize themselves and apply to the Board of Directors for formal recognition as a section of this Association. The Board of Directors may, in its discretion, grant such recognition, if it finds that the organization and operation of the group will complement and promote the objects of this Association. Recognition of a section shall entitle the Chair or other designee of this section to a seat and a vote on the Board of Directors of this Association. Recognition of a section may be withdrawn by the Board of Directors at any time, in its discretion, and shall be withdrawn if the Board of Directors finds that a section has been inactive for a period of twelve months. Sections may adopt such operating procedures as shall suit their needs.

Board approval of all section expenditures is required through approval of the section's budget, or through specific approval of the expenditure, regardless of whether or not the section raised the funds

ARTICLE VII
Amendments

These Bylaws may be amended by a vote of the majority of those members present and voting at any regular business meeting or at any special meeting called for that purpose. The list of standing committees specified in Article VI, Section 1 may also be amended by the Board of Directors to the limited extent set forth therein.

ARTICLE VIII
Fiscal Year

The Association shall operate on a fiscal year basis running from June 1 to May 31 of the following year.

ARTICLE IX
Dissolution

In the event of the dissolution of the association, its assets remaining after payment of all of its debts shall be distributed as provided in the Articles of Incorporation.

ARTICLE X
Dane County Bar Association
Pro Bono Trust

In 1992, the Association established a trust fund known as the "Dane County Bar Association Pro Bono Trust Fund" (the Fund) as a trust to be organized and operated exclusively for charitable and educational purposes in accordance with Section 501(c)(3) of the Internal Revenue Code. The Association and its Board of Directors shall timely fulfill the duties assigned to them in the agreement which created the Fund.

The Board of Directors shall annually consider whether, when and how much the Association might contribute to the Fund, and shall generally provide assistance to the Fund for the accomplishment of the Fund's charitable and educational purposes, but the Association shall not take any action which might jeopardize the Fund's exemption from payment of income taxes or which would cause the trust fund to be treated as a private foundation under the Internal Revenue Code of 1986.

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